As filed with the Securities and Exchange Commission on October 17, 2016

Registration No. 333-185640

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

Post-Effective Amendment No. 16

to

FORM S-11

FOR REGISTRATION UNDER

THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

_____________________

NorthStar Real Estate Income II, Inc.

(Exact name of registrant as specified in its governing instruments)

399 Park Avenue, 18 ^th Floor

New York, New York 10022

(212) 547-2600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________

Daniel R. Gilbert

Chairman, Chief Executive Officer and President

399 Park Avenue, 18th Floor

New York, New York 10022

(212) 547-2600

With Copies to:

Jenny B. Neslin

General Counsel and Secretary

399 Park Avenue, 18th Floor

New York, New York 10022

(212) 547-2600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

With Copies to:

Judith D. Fryer, Esq.

Joseph A. Herz, Esq.

Greenberg Traurig, LLP

200 Park Avenue

New York, New York 10166

(212) 801-9200

_____________________

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act check the following box: x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

This Post-Effective Amendment No. 16 consists of the following:

Sponsored by NorthStar Asset Management Group Inc.

$1,650,000,000 Maximum Offering

NorthStar Real Estate Income II, Inc. is a Maryland corporation formed to originate, acquire and asset manage a diversified portfolio of commercial real estate, or CRE, debt, equity and securities investments. We are sponsored by NorthStar Asset Management Group Inc. (NYSE: NSAM), or NSAM, a global asset management firm focused on strategically managing real estate and other investment platforms in the United States and internationally. NSAM provides, through its subsidiaries, asset management and other services to publicly-traded REITs, including NorthStar Realty Finance Corp., or NorthStar Realty, and companies that raise capital through the retail market, which we refer to collectively as the NSAM Managed Companies, and any other companies, funds or vehicles NSAM or its affiliates may manage or sponsor in the future, both in the United States and internationally. We refer to NSAM as our sponsor. We believe that we have qualified as a REIT commencing with our taxable year that ended December 31, 2013 and we intend to continue to operate in a manner so that we continue to qualify as a REIT. As of December 31, 2015 , adjusted for acquisitions, originations and certain repayments through April 13, 2016 , our $1.3 billion portfolio consists of 19 CRE debt investments with a combined principal amount of $673.6 million , two real estate equity investments with a total cost of $467.0 million , two PE investments with a carrying value of approximately $50.2 million and five CMBS purchases totaling $90.1 million .

We are offering up to $1,500,000,000 in shares of our common stock to the public in our primary offering. Our shares of common stock may be offered in any combination of the two classes of shares of our common stock: Class A shares and Class T shares. The offering price for the shares in the primary offering is $10.1672 per Class A share and $9.6068 per Class T share. We are also offering up to $150,000,000 in any combination of Class A shares and Class T shares pursuant to our distribution reinvestment plan, or DRP, at a purchase price of $9.79 per Class A share and $9.25 per Class T share. We expect to offer shares of common stock in our primary offering for an additional six months following May 6, 2016, unless terminated sooner by our board of directors.

Investing in our common stock is speculative and involves substantial risks. You should purchase these securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 22 to read about the more significant risks you should consider before buying shares of our common stock. These risks include the following:

Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any other state securities regulator has approved or disapproved of our common stock, determined if this prospectus is truthful or complete or passed on or endorsed the merits of our offering. Any representation to the contrary is a criminal offense.

The use of projections or forecasts in our offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence which may flow from an investment in our common stock is not permitted.

Our dealer manager for our offering, NorthStar Securities, LLC, or NorthStar Securities, is an affiliate of our advisor. Our dealer manager is not required to sell any specific number or dollar amount of shares but will use its best efforts to sell the shares offered. We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.

The date of this prospectus is April 29, 2016

SUITABILITY STANDARDS

The shares of common stock we are offering are suitable only as a long-term investment for persons of adequate financial means and who have no need for liquidity in this investment. Because there is no public market for our shares, you will have difficulty selling any shares that you purchase. You should not buy shares of our common stock if you need to sell them immediately or if you will need to sell them quickly in the future.

In consideration of these factors, we have established suitability standards for investors in our offering and subsequent purchasers of our shares. These suitability standards require that a purchaser of shares have either:

• a net worth of at least $250,000; or

• gross annual income of at least $70,000 and a net worth of at least $70,000.

The following states have established suitability standards that are in addition to those we have established. Shares will be sold only to investors in these states who also meet the special suitability standards set forth below.

Alabama— Alabama investors must represent that, in addition to meeting our suitability standards listed above, they have a liquid net worth of at least ten times their investment in us and other similar programs.

California— A California investor must have a net worth of at least $350,000 or, in the alternative, an annual gross income of at least $70,000 and a net worth of $150,000, and the total investment in our offering may not exceed 10% of the investor’s net worth.

Iowa— In addition to our suitability requirements, an Iowa investor must have either: (i) a minimum net worth of $350,000 (exclusive of home, auto and furnishings); or (ii) a minimum annual gross income of $70,000 and a net worth of $100,000 (exclusive of home, auto and furnishings). In addition, an investor’s total investment in our shares or any of our affiliates, and the shares of any other non-exchange-traded REIT, cannot exceed 10% of the Iowa resident’s liquid net worth. “Liquid net worth” for purposes of this investment shall consist of cash, cash equivalents and readily marketable securities.

Kansas— It is recommended by the Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in this and similar direct participation investments. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.

Kentucky— A Kentucky investor’s aggregate investment in our offering and the offerings of our affiliated non-publicly traded real estate investment trusts non-may not exceed 10% of the investor’s liquid net worth.

Maine— The Maine Office of Securities recommends that a Maine investor’s aggregate investment in our offering and other similar offerings not exceed 10% of the investor’s liquid net worth.

Massachusetts— It is recommended by the Massachusetts Securities Division that Massachusetts investors not invest, in the aggregate, more than 10% of their liquid net worth in this and similar direct participation investments.

Nevada— A Nevada investor’s aggregate investment in us must not exceed 10% of the investor’s net worth (exclusive of home, furnishings and automobiles).

New Jersey— A New Jersey investor must have a net worth of at least $350,000 or, in the alternative, an annual gross income of at least $70,000 and a net worth of $150,000, and the aggregate investment in us, shares of our affiliates and other direct participation investments may not exceed 10% of the investor’s liquid net worth.

New Mexico— A New Mexico investor’s aggregate investment in our offering, the offerings of our affiliates and the offerings of other non-traded REITs may not exceed 10% of the investor’s liquid net worth.

North Dakota— North Dakota residents must represent that, in addition to the suitability standards listed above, they have a net worth of at least ten times their investment in us.

Oregon— An Oregon investor’s aggregate investment in us and our affiliates may not exceed 10% of the investor’s net worth.

Pennsylvania —A Pennsylvania investor’s aggregate investment in our offering may not exceed 10% of the investor’s net worth.

For purposes of determining the suitability of an investor, net worth (total assets minus total liabilities) in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles. “Liquid net worth” is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities.

In the case of sales to fiduciary accounts (such as individual retirement accounts, or IRAs, Keogh Plans or pension or profit-sharing plans), these suitability standards must be met by the fiduciary account, by the person who directly or indirectly supplied the funds for the purchase of the shares if such person is the fiduciary or by the beneficiary of the account.

Our sponsor, those selling shares on our behalf and participating broker-dealers and registered investment advisers recommending the purchase of shares in our offering must make every reasonable effort to determine that the purchase of shares in our offering is a suitable and appropriate investment for each stockholder based on information provided by the stockholder regarding the stockholder’s financial situation and investment objectives.

In determining suitability, participating broker dealers who sell shares on our behalf may rely on, among other things, relevant information provided by the prospective investors. Each prospective investor should be aware that participating broker dealers are responsible for determining suitability and will be relying on the information provided by prospective investors in making this determination. In making this determination, participating broker dealers have a responsibility to ascertain that each prospective investor:

• meets the minimum income and net worth standards set forth above;

• has apparent understanding of:

• the fundamental risks of an investment in the shares;

• the risk that the prospective investor may lose his or her entire investment;

• the lack of liquidity of the shares;

• the restrictions on transferability of the shares; and

• the tax consequences of an investment in the shares.

Participating broker dealers are responsible for making the determinations set forth above based upon information relating to each prospective investor concerning his or her age, investment objectives, investment experience, income, net worth, financial situation and other investments of the prospective investor, as well as other pertinent factors. Each participating broker dealer is required to maintain records of the information used to determine that an investment in shares is suitable and appropriate for an investor. These records are required to be maintained for a period of at least six years.

HOW TO SUBSCRIBE

Subscription Procedures

Investors seeking to purchase shares of our common stock who meet the suitability standards described herein should proceed as follows:

• Read this entire prospectus and any supplements accompanying this prospectus.

By executing the subscription agreement and paying the total purchase price for the shares of our common stock subscribed for, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets the minimum income and net worth standards as described in this prospectus. Subscriptions will be effective only upon our acceptance and we reserve the right to reject any subscription in whole or in part. Subscriptions will be accepted or rejected within 30 days of receipt by us, and if rejected, all funds will be returned to subscribers with interest and without deduction for any expenses within ten business days from the date the subscription is rejected. We are not permitted to accept a subscription for shares of our common stock until at least five business days after the date you receive the final prospectus. If we accept your subscription, our transfer agent will mail you a confirmation.

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially invest at least $4,000 in our shares of common stock to be eligible to participate in our offering. In order to satisfy this minimum purchase requirement, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $100. You should note that an investment in our shares of common stock will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. If you have satisfied the applicable minimum purchase requirement, any additional purchase must be in amounts of at least $100, except for shares purchased pursuant to our DRP.

Investments by Qualified Accounts

Funds from qualified accounts will be accepted if received in installments that together meet the minimum or subsequent investment amount, as applicable, so long as the total subscription amount was indicated on the subscription agreement and all funds are received within a 90-day period.

Investments through IRA Accounts

DST Systems Inc., our transfer agent, has appointed a custodian that has agreed to act as an IRA custodian for purchasers of our common stock who would like to purchase shares through an IRA account and desire to establish a new IRA account for that purpose. Our advisor will pay the fees related to the establishment of new investor accounts of $25,000 or more in us with the appointed IRA custodian. We will not reimburse our advisor for such fees. Thereafter, investors will be responsible for the annual IRA maintenance fees. Prospective investors should consult their tax advisors regarding our advisor’s payment of the establishment fees. Further information about custodial services is available through your broker-dealer or through our dealer manager at 877-940-8777.

IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

Please carefully read the information in this prospectus and any accompanying prospectus supplements, which we refer to collectively as this prospectus. You should rely only on the information contained in this prospectus and the registration statement of which it is a part. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should not assume that the information contained in this prospectus is accurate as of any date later than the date hereof or such other dates as are stated herein or as of the respective dates of any documents or other information incorporated herein by reference.

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a continuous offering process. Periodically, as we make material investments or have other material developments, we will provide a prospectus supplement that may add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a subsequent prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described herein under “Additional Information.”

The registration statement containing this prospectus, including exhibits to the registration statement, provides additional information about us and the securities offered under this prospectus. The registration statement can be read at the SEC website, www.sec.gov, or at the SEC public reference room mentioned under the heading “Additional Information.”

QUESTIONS AND ANSWERS ABOUT OUR OFFERING

The following questions and answers about our offering highlight material information regarding us and our offering that may not otherwise be addressed in the “Prospectus Summary” section of this prospectus. You should read this entire prospectus, including the section entitled “Risk Factors,” before deciding to purchase shares of our common stock.

The use of the terms “NorthStar Income II,” our “company,” “we,” “us” or “our” in this prospectus refer to NorthStar Real Estate Income II, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

As of December 31, 2015, adjusted for Townsend Holdings LLC, or Townsend, and sales, acquisitions and commitments to sell or acquire investments by the NSAM Managed Companies, NSAM had $38 billion of assets under management. Following its acquisition of Townsend in January 2016, NSAM had 383 employees, domestically and internationally, with its

principal executive offices located in New York, New York and additional offices in Denver, Colorado, Dallas, Texas, Bethesda, Maryland, Los Angeles, California, Cleveland, Ohio, Hong Kong, China, San Francisco, California, London, England, Luxembourg, and Bermuda. NSAM’s management team averages over 23 years of real estate investment and capital markets expertise and has a demonstrated track record of positive returns to shareholders for the last decade.

Class A Shares

Class T Shares

distributions paid with respect to all Class T shares, including those issued pursuant to our DRP, will be lower than those paid with respect to Class A shares because the amount available for distributions on all Class T shares will be reduced by the amount of distribution fees payable with respect to the Class T shares issued in the primary offering. The distribution fees are ongoing fees that are not paid at the time of purchase. To the extent the offering price increases, the amount of this fee may also increase.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of us, or any liquidating distribution of our assets, then such assets, or the proceeds therefrom, will be distributed between the holders of Class A and Class T shares ratably in proportion to the respective net asset value for each class until the net asset value for each class has been paid. We expect the estimated net asset value per share of each Class A share and Class T share to be the same, except in the unlikely event that the distribution fees exceed the amount otherwise available for distribution to holders of Class T shares in a particular period (prior to the deduction of the distribution fees), in which case the excess will be accrued as a reduction to the estimated net asset value per share of each Class T share, which would result in the net asset value and distributions upon liquidation with respect to Class T shares being lower than the net asset value and distributions upon liquidation with respect to Class A shares. Each holder of shares of a particular class of common stock will be entitled to receive, proportionately with each other holder of shares of such class, that portion of the aggregate assets available for distribution as the number of outstanding shares of the class held by such holder bears to the total number of outstanding shares of such class then outstanding.

However, these minimum levels may vary from state to state, so you should carefully read the suitability requirements explained in the “Suitability Standards” section of this prospectus.

Our board of directors has adopted a valuation policy, pursuant to which we will provide an estimated per share net asset value, or estimated per share NAV, of shares of our common stock consistent with FINRA requirements. We will disclose such estimated per share NAV, as applicable, in our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and/or in our Current Reports on Form 8-K as well as in our annual reports to our stockholders. The valuations are estimates and consequently should not necessarily be viewed as an accurate reflection of the fair value of our investments nor will they necessarily represent the amount of net proceeds that would result from an immediate sale of our assets. If we have an ongoing public offering at the time of such disclosure, we also will include the disclosure in the prospectus for the offering. Pursuant to our valuation policy, our board of directors delegated authority to oversee the valuation process to our audit committee. We will value our assets and liabilities in a manner deemed most appropriate by our advisor, consistent with the methods and principles used to determine fair value under generally accepted accounting principles. Our audit committee, subject to the approval of our board of directors, will be responsible for the selection of a third-party recommended by our advisor to assist or to provide positive assurance of the valuation of our assets and liabilities. Our audit committee will ensure that the third-party engaged to assist in the process has substantial and demonstrable experience in valuing assets similar to those owned by us and liabilities similar to those owed by us. To assist in the process of determining an estimated per share value, we will obtain independent appraisals for the properties underlying our commercial real estate debt investments and for each of our owned real estate assets.

On November 10, 2015, upon the recommendation of the audit committee, our board of directors, including all of its independent directors, approved and established an estimated value per share of our Class A and Class T common stock of $9.05. The estimated value per share is based upon the estimated value of our assets less the estimated value of our liabilities as of September 30, 2015, or the valuation date, divided by the number of shares of our common stock outstanding as of the valuation date. The information used to generate the estimated value per share, including market information, investment and property-level data and other information provided by third parties, was the most recent information practically available as of the valuation date. Unless we are required to do so earlier, it is currently anticipated that our next estimated value per share will be based upon our assets and liabilities as of December 31, 2016 and that such value will be included in our 2016 Annual Report on Form 10-K. For further information regarding our valuation process, please see “Description of Capital Stock-Valuation Policy” and -Estimated Value Per Share.”

We will provide the periodic updates and the estimated value per share, once required, to you via one or more of the following methods, in our discretion and with your consent, if necessary:

Information on our website is not incorporated into this prospectus.

NorthStar Securities, LLC

5299 DTC Blvd., Ste. 900

Greenwood Village, CO 80111

Attn: Investor Relations

(877) 940-8777

		Class A				Class T
Offering Price		$	10.1672			$	9.6068
Selling Commission (per share)		7.0		%		2.0		%
Dealer Manager Fee (per share)		3.00		%		2.75		%
Annual Distribution Fee (per share)		None				1.0% (1)

(1)

The distribution fee is calculated on outstanding Class T shares issued in the primary offering in an amount equal to 1.0% per annum of the gross offering price per share (or, if we are no longer offering shares in a public offering, the most recent gross offering price per share or the estimated per share value of Class T shares, if any has been disclosed). We will cease paying distribution fees with respect to each Class T share on the earliest to occur of the following: (i) a listing of shares of our common stock on a national securities exchange; (ii) such Class T share is no longer outstanding; (iii) our dealer manager’s determination that total underwriting compensation from all sources, including dealer manager fees, selling commissions, distribution fees and any other underwriting compensation paid to participating broker dealers with respect to all Class A shares and Class T shares would be in excess of 10% of the gross proceeds of our primary offering; or (iv) the end of the month in which the transfer agent, on our behalf, determines that total underwriting compensation with respect to the Class T shares held by a stockholder within his or her particular account, including dealer manager fees, selling commissions, and distribution fees, would be in excess of 10% of the total gross offering price at the time of the investment in the Class T shares held in such account. We cannot predict if or when this will occur. All Class T shares will automatically convert into Class A shares upon a listing of shares of our common stock on a national securities exchange. With respect to item (iv) above, all of the Class T shares held in a stockholder’s account will automatically convert into Class A shares as of the last calendar day of the month in which the 10% limit on a particular account is reached. Stockholders will receive notice that their Class T shares have been converted into Class A shares in accordance with industry practice at that time, which we expect to be either a transaction confirmation from the transfer agent, notification from the transfer agent or notification through the next account statement following the conversion. With respect to the conversion of Class T shares into Class A shares, each Class T share will convert into an amount of Class A shares based on the respective net

•	We have limited prior operating history. The prior performance of our sponsor and its affiliated entities may not predict our future results. Therefore, there is no assurance that we will achieve our investment objectives.

•	This is a “blind pool” offering. Because we have not yet acquired or identified a significant portion of the investments that we may make, you will not have an opportunity to evaluate our investments before we make them, making an investment in us more speculative.

•

The amount of distributions we may pay in the future, if any, is uncertain. Our distributions may exceed our earnings, which would represent a return of capital for tax purposes. A return of capital is a return of your investment rather than a return of earnings or gains and will be made after deductions of fees and expenses payable in connection with our offering. Due to the risks involved in the ownership of real estate-related investments, there is no guarantee of any return and you may lose a part or all of your investment.

•

We have paid 82% of the cash distributions declared through December 31, 2015 using offering proceeds and may continue to pay distributions from sources other than our cash flow from operations, and as a result, we will have less cash available for investments and your overall return may be reduced. Our organizational documents permit us to pay distributions from any source, including offering proceeds, borrowings, our advisor’s agreement to defer, reduce or waive fees (or accept, in lieu of cash, shares of our common stock) or sales of assets or we may make distributions in the form of taxable stock dividends. We have not established a limit on the amount of proceeds we may use to fund distributions. Until the proceeds from our offering are fully invested and otherwise during the course of our existence, we may not generate sufficient cash flow from operations to fund distributions. Pursuant to a distribution support agreement, in

•

No public trading market currently exists for our shares. Until our shares are listed, if ever, you may not sell your shares unless the buyer meets applicable suitability standards. If you are able to sell your shares, you would likely have to sell them at a substantial loss. Our charter does not require our board of directors to list our shares for trading on a national securities exchange by a specified date or otherwise pursue a transaction to provide liquidity to our stockholders.

•	You will experience dilution in the net tangible book value of your shares of our common stock equal to the offering costs associated with your shares.

•

We depend on our advisor to select our investments and conduct our operations. Our advisor is a recently-formed entity with limited operating history. Therefore, there is no assurance our advisor will be successful. In addition, we will pay substantial fees and expenses to our advisor and its affiliates, which were not negotiated at arm’s length. These payments increase the risk that you will not earn a profit on your investment.

•

We intend to invest a substantial portion of the proceeds from our offering in a portfolio of CRE debt, equity investments and securities. The collateral securing our CRE debt and securities, as well as our equity investments, may decrease in value or lose all value over time, which may lead to a loss of some or all of the principal in the debt and securities investments we make. Any unsecured debt and securities may involve a heightened level of risk, including a loss of principal or the loss of the entire investment.

•

We have used and we expect to continue to use leverage in connection with our investments, which increases the risk of loss associated with our investments. We may be unable to obtain financing on favorable terms, if at all. In addition, any such financing may be recourse to us, which may increase the risk of your investment. We may not be able to leverage our assets as fully or in the manner we would choose, which could reduce our return on investment.

•	Our borrowers and tenants may not be able to make debt service or lease payments owed to us due to changes in economic conditions, regulatory requirements and other factors.

•

Our executive officers and other key professionals of our advisor are also officers, directors and managers of our sponsor and three other public, non-traded REITs affiliated with our sponsor and their respective advisors. As a result, they face conflicts of interest, including time constraints, allocation of investment opportunities and significant conflicts created by our advisor’s compensation arrangements with us and other affiliates of our sponsor.

•	The fees we pay to affiliates in connection with our offering and in connection with the origination, acquisition and asset management of our investments, including to our advisor, were not determined on an arm’s length basis; therefore, we do not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties.

•	If we raise substantially less than the maximum offering, we may not be able to acquire a diversified portfolio of investments and the value of your shares may vary more widely with the performance of specific assets.

•	I f we are unable to raise the maximum offering amount, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments that we make.

•	We may change our investment policies without stockholder notice or consent, which could result in investments that are different than, or in different proportion than, those described in this prospectus.

•	We established the offering prices of our shares on an arbitrary basis. These prices may not be indicative of the prices at which our shares would trade if they were listed on an exchange or actively traded, and these prices bear no relationship to the book or net value of our assets or to our expected operating income.

•	Our charter precludes us from borrowing in excess of an amount that is generally expected to approximate 75% of the aggregate cost of our investments, plus cash, before deducting loan loss reserves, other non-cash reserves and depreciation. High financing levels could limit the amount of cash we have available to distribute and could result in a decline in the value of your investment.

•	Our charter does not require our board of directors to seek stockholder approval to liquidate our assets by a specified date, nor does our charter require our board of directors to list our shares for trading by a specified date.

•

Our charter prohibits the ownership of more than 9.8% in the value of the aggregate of our outstanding shares of stock or more than 9.8% in value or number of shares, whichever is more restrictive, of the aggregate of our outstanding shares of common stock, unless exempted by our board of directors, which may inhibit large investors from purchasing your shares. Our shares cannot be readily sold and, if you are able to sell your shares, you would likely have to sell them at a substantial discount from their offering price.

•	If we fail to qualify as a REIT for federal income tax purposes, it would adversely affect our operations, the value of our shares and our ability to make distributions to our stockholders because we would be subject to U.S. federal income tax at regular corporate rates with no ability to deduct distributions made to our stockholders.

•

Our intended investments in CMBS and collateralized debt obligation, or CDO, notes and other structured securities will be subject to risks relating to the volatility in the value of our assets and underlying collateral, default on underlying income streams, fluctuations in interests rates, decreased value and liquidity of the investments and other risks associated with such securities which may be unknown and unaccounted for by issuers of the securities and by the rating agencies (Moody’s Investor Services, Standard & Poor’s, Fitch Ratings, Morningstar, DBRS and/or Kroll, generally referred to as rating agencies). These investments are only appropriate for investors who can sustain a high degree of risk.

•	If we terminate our agreement with our advisor, we may be required to pay significant fees to an affiliate of our sponsor, which will reduce the cash available for distribution to you.

Investment Type:		Count		Principal Amount / Cost (1)				% of Total
Real estate debt investments		Loans
First mortgage loans (2)		19		$	862,196			55.0	%
Mezzanine loans		1		20,528				1.3	%
Subordinate interests (2)		3		91,604				5.8	%
Total real estate debt		23		974,328				62.1	%
Real estate equity
Operating real estate		Properties
Industrial		22		335,111				21.3	%
Multi-tenant office		2		131,905				8.4	%
Subtotal		24		467,016				29.7	%
Investments in private equity funds
PE Investment I		1		39,646				2.5	%
PE Investment II (3)		1		15,219				1.0	%
Subtotal		2		54,865				3.5	%
Total real estate equity		26		521,881				33.2	%
Real estate securities
CMBS		4		73,738				4.7	%
Total real estate securities		4		73,738				4.7	%
Total		53		$	1,569,947			100.0	%

__________________________________________________________

(1)	Based on principal amount for real estate debt investments and securities, fair value for our PE Investments and cost for real estate equity, which includes purchase price allocations related to net intangibles, deferred costs and other assets.

(2)	Includes future funding commitments of $36.8 million for first mortgage loans and $13.6 million for subordinate interests.

(3)	Includes a deferred purchase price of $13.7 million , net of discount.

		December 31, 2015 (1)							December 31, 2014							December 31, 2013
		Amount				Percentage			Amount				Percentage			Amount				Percentage
NorthStar Listed Companies
NorthStar Realty (2)		$	14,516,208			38.6	%		$	15,886,945			73.2	%		$	8,660,375			81.5	%
NorthStar Europe		2,507,494				6.7	%		1,984,230				9.1	%		—				—	%
Subtotal NorthStar Listed Companies		17,023,702				45.3	%		17,871,175				82.3	%		8,660,375				81.5	%
Sponsored Companies
NorthStar Income		1,821,540				4.8	%		2,183,570				10.1	%		1,831,104				17.2	%
NorthStar Healthcare		3,367,896				9.0	%		1,097,729				5.1	%		115,839				1.1	%
NorthStar Income II		1,547,184				4.1	%		533,063				2.5	%		25,326				0.2	%
Subtotal Sponsored Companies		6,736,620				17.9	%		3,814,362				17.7	%		1,972,269				18.5	%
Subtotal Managed Companies		23,760,322				63.2	%		21,685,537				100.0	%		10,632,644				100.0	%
Consolidated direct investments
Townsend (3)		13,821,160				36.8	%		—				—	%		—				—	%
Total		$	37,581,482			100.0	%		$	21,685,537			100.0	%		$	10,632,644			100.0	%

__________________

(1)	Based on investments reported by each Managed Company, except for NorthStar Realty, which excludes NorthStar Healthcare’s proportionate interest in certain healthcare joint ventures.

(2)	Represents a pro forma adjusted for sales and commitments to sell through February 26, 2016.

(3)	On January 29, 2016, NSAM acquired Townsend for approximately $383 million , subject to customary post-closing adjustments, with financing from a third party. Townsend is also the advisor to approximately $170 billion of real assets.

		Assets Under Management (1)				Primary Business		Ownership Interest
AHI (2)		$	2,024			Healthcare real estate management		43%
Island (3)		1,835				Select service hotels management		45%
Distributed Finance (4)		—				Marketplace finance platform		50%
Total		$	3,859

_________________

(1)	Excludes NorthStar Realty and NorthStar Healthcare’s proportionate interest in assets managed by such partner.

(2)	In December 2014, NSAM acquired an interest in American Healthcare Investors LLC, or AHI, for $58 million, consisting of $38 million in cash and $20 million of NSAM’s common stock, or the AHI Interest.

(3)	In January 2015, NSAM acquired an interest in Island Hospitality Group Inc., or Island, for $38 million, consisting of $33 million in cash and $5 million of NSAM’s common stock, or the Island Interest.

(4)	In June 2014, NSAM acquired an interest in Distributed Finance Corporation, or Distributed Finance, for $4 million. In January 2016, NSAM invested an additional $1 million in Distributed Finance in the form of convertible debt.

		NorthStar		NorthStar		NorthStar		NorthStar/RXR		NorthStar
		Income		Healthcare		Income II		New York Metro		Corporate Income Fund
Offering amount (1)		$1.2 billion		$2.1 billion (3)		$1.65 billion (4)		$2.0 billion (4)		$3.2 billion (7)
Total capital raised through February 23, 2016 (2)		$1.2 billion		$1.8 billion		$918.2 million		$2.2 million (5)		(8)
Total investments as of December 31, 2015		$1.8 billion		$3.4 billion		$1.5 billion		N/A		N/A
Primary strategy		CRE Debt		Healthcare Equity and Debt		CRE Debt		New York Metro Area CRE Equity and Debt		Middle Market Business Loans and Securities
Primary offering period		Completed July 2013		Completed January 2016 (3)		Ends May 2016		Ends February 2017 (6)		Ends March 2019 (6)

__________________    

(1)	Represents amount of shares registered to offer pursuant to each Sponsored Company’s public offering, distribution reinvestment plan and follow-on public offering.

(2)	Includes capital raised through dividend reinvestment plans.

(3)	NorthStar Healthcare successfully completed its public offering on February 2, 2015 by raising $1.1 billion in capital and its follow-on public offering on January 19, 2016 by raising $0.7 billion in capital.

(4)

In October 2015, we and NorthStar/RXR each filed a post-effective amendment to a registration statement with the SEC to offer an additional class of common shares. On October 16, 2015, the post-effective amendment to our registration statement was declared effective by the SEC. On November 12, 2015, the post-effective amendment to NorthStar/RXR’s registration statement was declared effective by the SEC.

(5)	In December 2015, NorthStar Realty and RXR Realty satisfied NorthStar/RXR’s minimum offering amount through the purchase of 0.2 million shares of NorthStar/RXR common stock for $2 million in the aggregate. NorthStar/RXR began raising capital in the beginning of 2016.

(6)	Offering period subject to extension as determined by the board of directors of each Sponsored Company.

(7)	Offering is for two feeder funds in a master feeder structure.

(8)	NSAM expects to begin raising capital for NorthStar Corporate Income Fund in 2016.

•	Experienced Management Team —Our sponsor has a highly-experienced management team of investment professionals who have demonstrated track records of operating REITs and delivering strong returns. The senior management team of our sponsor includes executives who acquired and manage the historical and

•

Real Estate Lending Experience —Our sponsor has developed a reputation as a leading diversified CRE investment and asset management company because of its strong performance record in underwriting and managing $38 billion in real estate investments (adjusted for Townsend and commitments to acquire and sell certain investments by the NSAM Managed Companies). We believe that we can leverage our sponsor’s extensive real estate experience, deep and thorough underwriting process, and portfolio management skills to structure and manage our investments prudently and efficiently.

•

Public Company and REIT Experience —The common stock of our sponsor trades on the NYSE under the symbol “NSAM.” Our sponsor’s management team is skilled in public company reporting and compliance. In addition to us, our sponsor, through advisor entities, currently manages nine publicly registered companies, including two publicly traded REITs and six public, non-traded investment vehicles that raise capital through the retail market. Our sponsor’s management team is also skilled in compliance with the requirements under the Internal Revenue Code to obtain REIT status and to maintain the ability to be taxed as a REIT for U.S. federal income tax purposes. The management team also has experience listing companies, including a REIT, on the NYSE.

•

Distribution Support Commitment —In order to provide additional cash to pay distributions to our stockholders at a rate of at least 7% per annum on stockholders’ invested capital, NorthStar Realty has agreed to purchase up to an aggregate of $10.0 million in shares of our Class A common stock (which includes the $2.0 million of shares purchased by an affiliate of NorthStar Realty to satisfy the minimum offering amount) at the current offering price of our Class A shares net of selling commissions and dealer manager fees until May 6, 2016. If the cash distributions we pay for any calendar quarter exceed MFFO for such quarter, NorthStar Realty will purchase shares following the end of each quarter for a purchase price equal to the amount by which the distributions paid to stockholders exceed MFFO for such quarter, up to an amount equal to a 7% cumulative, non-compounded annual return on stockholders’ invested capital prorated for such quarter. Notwithstanding NorthStar Realty’s obligations pursuant to the distribution support agreement, we are not required to pay distributions to our stockholders at a rate of 7% per annum or at all. After our distribution support agreement with NorthStar Realty has terminated, we may not have sufficient cash available to pay distributions at the rate we had paid during preceding periods or at all. For more information regarding NorthStar Realty’s share purchase commitment, the purchase of shares thereunder as of the date of this prospectus and our distribution policy, please see “Description of Capital Stock—Distributions.”

(1)

Pursuant to a distribution support agreement, in certain circumstances where our cash distributions exceed our modified funds from operations, or MFFO, NorthStar Realty agreed to purchase up to $10.0 million of shares of our Class A common stock to provide additional cash to support distributions to our stockholders. As of the date of this prospectus, NorthStar Realty owned less than 1% of our common stock. NorthStar Realty is one of the NSAM Managed Companies.

(2)	NSAM owns NorthStar Securities, LLC, NSAM J-NSII Ltd and NorthStar OP Holdings II, LLC indirectly through certain domestic and international subsidiaries. NSAM also owns a less than 1% indirect limited partnership interest in our operating partnership.

(3)

We currently own a 99.9% capital interest in the operating partnership consisting of general and limited partnership interests. We are the sole general partner of our operating partnership and, therefore, our board of directors has ultimate oversight and policy-making authority with respect to our operating partnership. Our board of directors has retained our advisor which is responsible for coordinating the management of our day-to-day operations and the management of our operating partnership subject to the terms of the advisory agreement.

(4)	The special units will entitle NorthStar OP Holdings II, LLC to receive certain operating partnership distributions. See “Management Compensation.”

Form of Compensation and Recipient		Determination of Amount		Estimated Amount for Maximum Offering
Organization and Offering Stage
Selling Commissions— —Dealer Manager		Class A shares Up to 7.0% of gross offering proceeds from the sale of Class A shares in the primary offering. Class T shares Up to 2.0% of gross offering proceeds from the sale of Class T shares in the primary offering . Our dealer manager will reallow selling commissions for Class A shares and Class T shares to participating broker-dealers. No selling commissions will be payable with respect to Class A shares and Class T shares issued pursuant to our DRP.		$90,000,000 ($84,000,000 for the Class A shares and $6,000,000 for the Class T shares, respectively)
Dealer Manager Fee— —Dealer Manager		Class A shares Up to 3.0% of gross offering proceeds from the sale of Class A shares in the primary offering. Class T shares Up to 2.75% of gross offering proceeds from the sale of Class T shares in the primary offering. Our dealer manager may reallow a portion of the dealer manager fees for Class A shares and Class T shares to any participating broker-dealer, based upon factors such as the number of shares sold by the participating broker-dealer and the assistance of such broker-dealer in marketing our primary offering. No dealer manager fee will be payable on Class A shares and Class T shares sold pursuant to our DRP.		$44,250,000 ($36,000,000 for the Class A shares and $8,250,000 for the Class T shares, respectively)
Other Organization and —Offering Costs— —Advisor or its Affiliates		We reimburse our advisor or its affiliates for the unreimbursed portion and future organization and offering costs it may incur on our behalf, but only to the extent that the reimbursement would not cause the total amount of selling commissions, dealer manager fees and other organization and offering costs borne by us to exceed 15% of gross proceeds from our offering. If we raise the maximum offering amount, we expect organization and offering costs (other than selling commissions and dealer manager fees) to be approximately $15,000,000 or approximately 1.0% of gross offering proceeds.		$15,000,000
Acquisition and Development Stage
Acquisition Fee— —Advisor or its Affiliates		An amount equal to up to 1% of the amount funded or allocated by us to originate or acquire CRE investments, including acquisition expenses and financing attributable to such investments.		No leverage: $13,507,500 No leverage and DRP:   $14,992,673 Maximum Offering and DRP: Leverage of 50% of cost of investments:  $29,985,346 Leverage of 75% of cost of investment:  $59,970,692

				Years Ended December 31,												Due to Related Party as of December 31,
Type of Fee or Reimbursement		Financial Statement Location		2015				2014				2013 (4)				2015				2014
Fees to Advisor
Asset management		Asset management and other fees - related party		$	11,276			$	2,601			$	21			$	1			$	—
Acquisition (1)		Real estate debt investments, net / Asset management and other fees- related party		9,504				5,166				165				—				—
Disposition (1)		Real estate debt investments, net		548				—				—				19				—
Reimbursements to Advisor
Operating costs (3)		General and administrative expenses		7,706				2,072				29				1				—
Organization		General and administrative expenses		128				257				21				—				25
Offering		Cost of capital (2)		3,754				4,890				394				524				468
Selling commissions / Dealer manager fees / Distribution fees		Cost of capital (2)		51,549				26,906				2,496				8				—
Total				$	84,465			$	41,892			$	3,126			$	553			$	493

_________________________________

(1)

Acquisition/disposition fees incurred to our advisor related to CRE debt investments are generally offset by origination/exit fees paid to us by borrowers if such fees are required from the borrower. Acquisition fees related to equity investments are included in asset management and other fees - related party in our consolidated statements of operations. Our advisor may determine to defer fees or seek reimbursement. From inception through December 31, 2015 , our advisor deferred $0.2 million of acquisition fees related to CRE securities.

(2)	Cost of capital is included in net proceeds from issuance of common stock in our consolidated statements of equity. For the year ended December 31, 2015 , the ratio of offering costs to total capital raised was 10.0% .

(3)

As of December 31, 2015 , our advisor has incurred unreimbursed operating costs on our behalf of $10.8 million , that remain eligible to allocate to us. For the year ended December 31, 2015 , total operating expenses included in the 2%/25% Guidelines represented 2.0% of average invested assets and 237.3% of net income without reduction for any additions to reserves for depreciation, loan losses or other similar non-cash reserves.

(4)	Represents the period from September 18, 2013 (date of our first investment) through December 31, 2013 .

•

The investment professionals of our sponsor, acting on behalf of our advisor and the investment committee of our advisor and its affiliated advisors and sub-advisors, which we collectively refer to as the NSAM Group, must determine which investment opportunities to recommend to us and the other NSAM Managed Companies and any future investment vehicles sponsored by NSAM, as well as other companies, funds or vehicles that may be co-sponsored, co-branded and co-founded by, or subject to a strategic relationship.

•	Our executive officers and our sponsor’s investment professionals acting on behalf of our advisor must allocate their time among us, our sponsor’s business and other programs and activities in which they are involved, which could cause them to devote less of their time to our business than they otherwise would.

•	Our advisor and its affiliates receive fees in connection with transactions involving the origination, acquisition, management and sale of our assets regardless of the quality or performance of the asset

•	Because our advisory agreement and our dealer manager agreement (including the substantial fees our advisor and its affiliates will receive thereunder) were not negotiated at arm’s length, their terms may not be as advantageous to us as those available from unrelated third parties.

•

Upon the occurrence of certain events that result in the termination or non-renewal of our advisory agreement, or in connection with a listing of our shares or a merger or sale of all our assets, NorthStar OP Holdings II may be entitled to have the special units redeemed as of the termination date if our stockholders have received, or are deemed to receive, in the aggregate, cumulative distributions equal to their invested capital plus a 7% cumulative non-compounded annual pre-tax return on such invested capital. This potential obligation would reduce the overall return to stockholders to the extent such return exceeds 7%.

•

Our dealer manager also acts as the dealer manager for the continuous public offering of NorthStar/RXR and NorthStar Corporate Income Fund. In addition, future NSAM sponsored programs may seek to raise capital through public offerings conducted concurrently with our offering. As a result, our dealer manager may face conflicts of interest arising from potential competition with these other programs for investors and investment capital.

		Year Ended   December 31, 2015							Year Ended December 31, 2014
Distributions (1)
Cash		$	22,757						$	5,545
DRP		20,744							4,772
Total		$	43,501						$	10,317
Sources of Distributions (1)
Funds from Operations (2)		$	6,385			15	%		$	3,183			31	%
Offering Proceeds - Distribution support		962				2	%		1,071				10	%
Offering proceeds		36,154				83	%		6,063				59	%
Total		$	43,501			100	%		$	10,317			100	%
Cash Flow Provided by (Used in) Operations		$	11,978						$	2,129

________________________________________________

(1)	Represents distributions declared for such period, even though such distributions are actually paid to stockholders the month following such period.

(2)	For the period from the date of our first investment on September 18, 2013 through December 31, 2015 , we declared $54.0 million in distributions, of which 18% was paid from funds from operations, or FFO, 78% was paid from offering proceeds and 4% was paid from distribution support proceeds. Cumulative FFO for the period from September 18, 2013 through December 31, 2015 was $9.6 million .

		Years Ended December 31,
		2015				2014				2013 (1)
Funds from operations:
Net income (loss) attributable to NorthStar Real Estate Income II, Inc. common stockholders		$	(5,337	)		$	3,183			$	12
Adjustments:
Depreciation and amortization		11,812				—				—
Depreciation and amortization related to non-controlling interests		(90		)		—				—
FFO attributable to NorthStar Real Estate Income II, Inc. common stockholders		$	6,385			$	3,183			$	12
Modified funds from operations:
FFO attributable to NorthStar Real Estate Income II, Inc. common stockholders		$	6,385			$	3,183			$	12
Adjustments:
Amortization of premiums, discounts and fees on investments and borrowings, net		1,835				609				42
Acquisition fees and transaction costs on investments		12,210				—				—
Straight-line rental (income) loss		(488		)		—				—
Amortization of capitalized above/below market leases		152				—				—
Adjustments related to non-controlling interests		(63		)		—				—
Deferred tax (benefit) expense		137				—				—
MFFO attributable to NorthStar Real Estate Income II, Inc. common stockholders		$	20,168			$	3,792			$	54

_________________________________

(1)	Represents the period from September 18, 2013 (date of our first investment) through December 31, 2013 .